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1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995 Commission file number 1-1063.
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DANA CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 34-4361040
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4500 Dorr Street, Toledo, Ohio 43615
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419) 535-4500
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock of $1 par value New York, Pacific, London Stock Exchanges
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
------
The aggregate market value of the voting stock held by non-affiliates of the
registrant at February 12, 1996, was approximately $3,352,629,000.
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The number of shares of registrant's Common Stock, $1 Par Value, outstanding at
February 12, 1996, was 101,594,805 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
Document Where Incorporated
1. Proxy Statement dated March 4, 1996 Part III (Items 10, 11, 12, 13)
for Annual Meeting of Shareholders
to be held on April 3, 1996.
2. Annual Report to Shareholders Part I (Item 1)
for year ended December 31, 1995. Part II (Items 5, 6, 7, 8)
Part IV (Item 14)
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The Exhibit Index is located at pages 26 - 29 of the sequential numbering
system.
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INDEX
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DANA CORPORATION - FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1995
10-K Pages
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Cover 1
Index 2
Part I
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Item 1 - Business 3 - 11
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Geographical Areas, Markets, Customer Dependence,
Products, Material Source and Supply, Seasonality, Backlog,
Competition, Strategy, Patents and Trademarks, Research
and Development, Employment, Cash Flows, Environmental
Compliance, and Executive Officers of the Registrant
Item 2 - Properties 12
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Item 3 - Legal Proceedings 12 - 13
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Item 4 - Submission of Matters to a Vote of
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Security Holders 13
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Part II
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Item 5 - Market for Registrant's Common Equity and
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Related Stockholder Matters 14
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Item 6 - Selected Financial Data 14
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Item 7 - Management's Discussion and Analysis of
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Financial Condition and Results of Operations 14
---------------------------------------------
Item 8 - Financial Statements and Supplementary Data 14
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Item 9 - Changes in and Disagreements with Accountants on
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Accounting and Financial Disclosure 14
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Part III
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Item 10 - Directors and Executive Officers of the
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Registrant 15
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Item 11 - Executive Compensation 15
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Item 12 - Security Ownership of Certain Beneficial
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Owners and Management 15
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Item 13 - Certain Relationships and Related Transactions 15
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Part IV
Item 14 - Exhibits, Financial Statement Schedules,
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and Reports on Form 8-K 16 - 29
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(a)(1) Financial Statements
(2) Financial Statement Schedules
(3) Exhibits
(b) Reports on Form 8-K
Signatures 30 - 31
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2
3
PART I
ITEM 1 - BUSINESS
- -----------------
Dana Corporation, incorporated in 1905, is a global leader in engineering,
manufacturing and marketing of products and systems for the worldwide
vehicular, industrial and mobile off-highway original equipment (OE) markets
and is a major supplier to the related aftermarkets (also called
"distribution," "service parts" or "replacement parts" markets). Dana also
wholly owns Dana Credit Corporation (DCC), a provider of lease financing
services in certain markets.
Dana's Vehicular segment is comprised of components and parts used on
light, medium and heavy trucks, sport utility vehicles, trailers, vans, and
automobiles. The Company's products include components for drivetrain
systems, such as axles, driveshafts, clutches and transmissions; engine parts,
such as gaskets and sealing systems, piston rings, and filtration products;
structural components, such as vehicular frames, engine cradles and heavy duty
side rails; chassis products, such as steering and suspension components; fluid
power systems, such as pumps, cylinders, control valves, brass and steel
fittings and hoses. In 1995, sales from this segment accounted for 80% of
Dana's sales.
The Company's Industrial segment products are used in mobile off-highway
vehicle and stationary equipment applications. These products include
components for industrial power transmission products, such as electrical and
mechanical brakes and clutches, drives and motion control devices. Sales from
this segment amounted to 20% of the Company's 1995 sales.
Dana's Lease Financing segment is almost exclusively comprised of the
operations of DCC which offer lease financing services in the form of capital
markets specialized lease transactions worldwide and customized equipment
financing programs in the U.S., Canada, the United Kingdom and continental
Europe. The revenue derived from such services is included in Revenue from
Lease Financing and Other Income in Dana's financial statements and is not
considered a component of net sales.
Note 16. Business Segments at page 34, 35 and 36 of Dana's 1995 Annual
Report is incorporated herein by reference.
GEOGRAPHICAL AREAS
- ------------------
To serve its global markets, Dana has established regional operating
organizations in North America, Europe, South America and Asia Pacific, each
with management responsibility for its specific geographic markets. The
Company's operations are located in the following twenty-nine countries:
North America Europe South America Asia Pacific
- -------------- ------ ------------- ------------
Canada Austria Portugal Argentina Australia Malaysia
Mexico France Spain Brazil China Singapore
United States Germany Sweden Colombia Hong Kong Taiwan
India Switzerland Uruguay Japan Thailand
Italy United Kingdom Venezuela Korea Vietnam
Netherlands
Dana's international subsidiaries and affiliates manufacture and sell
a number of vehicular and industrial products which are similar to those
produced by Dana in the United States (U.S.). In addition to normal
business risks, operations outside the U.S. are subject to other risks
including, among others, changing political, economic and social
environments, changing governmental laws and regulations, and currency
revaluations and market fluctuations.
Consolidated international sales were $2.1 billion, or 28% of the
Company's 1995 sales. Including U.S. exports of $555 million, international
sales accounted for 35% of 1995 consolidated sales. International operating
income was $139 million, or 19% of consolidated 1995 operating income.
International affiliates, accounted for on an equity basis, incurred losses of
$8 million in 1995.
"Business Segments" by geographic areas at page 36 of Dana's 1995 Annual
Report and Note 6. International Operations at page 30 of Dana's 1995 Annual
Report are incorporated herein by reference.
3
4
MARKETS
- -------
During the past three years, Dana's sales to Vehicular and Industrial OE
manufacturers and service parts markets were as follows:
Market Analysis by Business Segment*
Percentage of Consolidated Sales
------------------------------------
1993 1994 1995
---- ---- ----
Vehicular Products -
OE Manufacturers 54% 56% 58%
Service Parts 28% 24% 22%
--- --- ---
Total 82% 80% 80%
Industrial Products -
OE Manufacturers 9% 10% 10%
Service Parts 9% 10% 10%
--- --- ---
Total 18% 20% 20%
*Note: End use of products is not always identifiable but these are
reasonable estimates derived from expected customer usages.
Sales in the Lease Financing segment consisted of real estate sales and
did not exceed 1% of consolidated sales for 1993, 1994 or 1995. Lease
financing revenues (amounting to less than 5% of Dana's consolidated 1995 total
revenues) have been excluded from this market analysis.
CUSTOMER DEPENDENCE
- -------------------
The Company has thousands of customers around the world and has developed
long-standing business relationships with many of these customers. The
Company's attention to cost, as well as quality, delivery and service, has been
recognized by numerous customers who have awarded the Company supplier quality
awards. Ford Motor Company (Ford) and Chrysler Corporation (Chrysler) were the
only customers accounting for more than 10% of the Company's consolidated sales
in 1995. The Company has been supplying product to Ford, Chrysler and their
subsidiaries for many years. Sales to Ford, as a percentage of the Company's
sales, were 18%, 16% and 17% in 1993, 1994 and 1995, respectively. Sales to
Chrysler, as a percentage of sales, were 11%, 12% and 13% in 1993, 1994, and
1995, respectively. Loss of all or a substantial portion of the Company's
sales to Ford, Chrysler or other large vehicle manufacturers, would have a
significant adverse effect on the Company's financial results until this lost
sales volume could be replaced. This event is considered unlikely in the
ordinary course of business and would most likely occur only in the event of a
major business interruption such as a prolonged strike at one of the Company's
customers.
4
5
PRODUCTS
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The major groups of products within the Vehicular segment are as follows:
Major Product Groups - Vehicular Segment
Percentage of Consolidated Sales
----------------------------------------
1993 1994 1995
---- ---- ----
Types of Products
-----------------
Front and rear axles for highway
vehicles, primarily trucks 28% 29% 30%
Engine parts and accessories for
highway vehicles, such as gaskets,
seals, piston rings and filters 14% 14% 13%
Driveshafts and universal joints for
highway vehicles, primarily trucks 11% 11% 10%
Frames and other structural components
for highway vehicles, primarily trucks 8% 8% 8%
Other Vehicular products 21% 18% 19%
--- --- ---
Total 82% 80% 80%
No product or product group within the Industrial or Lease Financing
segments exceeded 10% of consolidated sales during these periods.
5
6
MATERIAL SOURCE AND SUPPLY
- --------------------------
Most raw materials (such as steel) and semi-processed or finished items
(such as forgings and castings) are purchased from capable long-term suppliers
within the geographic regions of the Dana operating units. Generally, the
Company does not rely on any one supplier for these materials, which are for
the most part available from numerous sources in quantities needed by the
Company. Temporary shortages of a particular material or part occasionally
occur, but the overall availability of materials is not considered to be a
problem by the Company.
SEASONALITY
- -----------
Dana's businesses are not considered to be seasonal, but the OE vehicular
businesses are closely related to the vehicle manufacturers' production
schedules.
BACKLOG
- -------
The majority of Dana's products are not on a backlog status. They are
produced from readily available materials such as steel and have a relatively
short manufacturing cycle. Each operating unit of the Company maintains its
own inventories and production schedules. Many of Dana's products are
available from more than one facility. Production capacity is adequate
to handle current requirements and will be expanded to handle anticipated growth
in certain product lines.
COMPETITION
- -----------
In its Vehicular and Industrial segments, the Company competes
worldwide with a number of other manufacturers and distributors which produce
and sell similar products. These competitors include vertically-integrated
units of the Company's major vehicular OE customers as well as a number of
independent U.S. and international suppliers. The Company's traditional U.S.
OE customers, in response to substantial international competition in the past
few years, have expanded their worldwide sourcing of components while reducing
their overall number of suppliers. The Company has established operations in
several regions of the world to enable Dana to be a strong global supplier of
its core products.
In the Lease Financing segment, the Company's primary focus is on leasing
activities. The Company's competitors include national and regional leasing
and finance organizations.
STRATEGY
- --------
In the Vehicular and Industrial segments, the Company is actively
pursuing two broad strategies.
The first of these strategies is to increase the Company's involvement and
investment in its international markets. The Company has well-defined regional
organizations in North America, South America, Europe and Asia Pacific in
support of this initiative to effectively compete in world markets. In 1995,
international sales, including exports from the U.S., totaled 35% of
consolidated sales. The Company's longer term goal is to derive 50% of its
sales (including exports) from customers outside the U.S. Although subject to
certain risks, the Company believes broadening its sales base will better
enable it to offset effects of economic downturns in specific countries, source
product from the areas of the world which offer the lowest cost, and provide it
access to markets which have the greatest growth potential. To accomplish this
objective, the Company is focusing on meeting OE customers' needs in each of
the local markets in which those customers operate, both through exports and by
locating manufacturing or assembly facilities in markets where key OE customers
have assembly plants. In addition, Dana is maximizing its technological
capabilities and resources by offering complete product systems to its global
customers.
6
7
STRATEGY (Continued)
- --------------------
The Company's second long-term strategic objective is to increase its
distribution sales to 50% of sales. The Company believes that distribution
sales are less cyclical than OE sales and offer steady long-term growth
potential. The Company continues to seek expansion in its distribution
business by increasing market penetration and broadening its product offerings
through internal growth and acquisition. In 1995, the Company's distribution
sales were 32% of sales.
PATENTS AND TRADEMARKS
- ----------------------
Dana's proprietary drivetrain, engine parts, chassis, structural
components, fluid power systems, and industrial power transmission product
lines have strong identities in the Vehicular and Industrial markets which Dana
serves. Throughout these product lines, Dana also owns or is licensed to
manufacture and sell its products under a number of patents and licenses.
These patents and licenses have been obtained over a period of years and expire
at various times. Dana considers each of them to be of value and aggressively
protects its rights throughout the world against infringement. Because the
Company is involved with many product lines, the loss or expiration of any
particular patent or license would not materially affect the sales and profits
of the Company.
Dana owns numerous trademarks which are registered in many countries
enabling Dana to market its products worldwide. The "Dana", "Spicer",
"Parish", "Perfect Circle", "Victor Reinz", "Wix", "Weatherhead", "Warner
Electric" and "Gresen" trademarks, among others, are widely recognized in their
respective industries.
RESEARCH AND DEVELOPMENT
- ------------------------
Dana's facilities engage in engineering, research and development, and
quality control activities to improve the reliability, performance and
cost-effectiveness of Dana's existing Vehicular and Industrial products and to
design and develop new products for both existing and anticipated applications.
The Company employs advanced technology and methods to achieve these
improvements. To promote efficiency and reduce development costs, Dana's
research and engineering people work closely with OE manufacturing customers on
special product and systems designs. Dana's consolidated worldwide
expenditures for engineering, research and development, and quality control
programs were $120 million in 1993, $138 million in 1994 and $149 million in
1995.
EMPLOYMENT
- ----------
Dana's worldwide employment (including consolidated subsidiaries) was
approximately 45,900 at December 31, 1995.
CASH FLOWS
- ----------
The Company's cash flow from operating activities does not vary
significantly within a year, although minor fluctuations do occur. Cash
generated by operating activities is utilized for investing purposes to
purchase fixed assets and acquire new businesses and product lines and for
financing purposes to pay dividends and debt principal. The "Statement of Cash
Flows" on page 25 of Dana's 1995 Annual Report is incorporated herein by
reference.
7
8
ENVIRONMENTAL COMPLIANCE
- ------------------------
The Company makes capital expenditures in the normal course of business,
as necessary, to ensure that its facilities are in compliance with applicable
environmental laws and regulations. Costs of environmental compliance did not
have a materially adverse effect on the Company's capital expenditures,
earnings or competitive position in 1995, and the Company currently does not
anticipate future environmental compliance costs to be material. Note 1.
Summary of Significant Accounting Policies - Environmental Compliance and
Remediation on page 28 of Dana's 1995 Annual Report is incorporated herein by
reference.
8
9
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
The executive officers of the Company and their ages, present
positions, and other positions within the past five years are as follows.
Unless otherwise indicated, all positions are with Dana. Hayes-Dana Inc.,
formerly a majority-owned subsidiary of Dana, is now a wholly-owned subsidiary
and has been renamed Dana Canada Inc. Albarus S.A. is a majority-owned
Brazilian subsidiary of Dana. Diamond Savings and Loan Company was a
wholly-owned subsidiary of Dana. The first six executive officers listed below
are the members of Dana's Policy Committee.
Present
Name Position(s) with Other Positions During
and Age the Registrant the Past Five Years
- ------- ---------------- ----------------------
S.J. Morcott Chairman of the Board of President of Dana from 1986-1995;
(57) Directors since 1990; Chief Dana Director since 1985;
Executive Officer since 1989; Chairman of the Board of Hayes-
and Chief Operating Officer Dana Inc., 1987-1995
since 1986
J.M. Magliochetti President since January 1996; Automotive President - Dana North
(53) President - Dana North American American Operations, 1990-92
Operations since 1992
C.H. Hirsch President - Dana International None
(61) since January 1996; Executive
Vice President since 1991
J.E. Ayers Chief Financial Officer since Vice President - Finance, 1986-95;
(63) 1989 Treasurer, 1983-95
W.J. Carroll President - Diversified Products Vice President and
(51) and Distribution since General Manager - Aftermarket
January 1996; President - Products Division, 1987-93
Dana Distribution Services
since 1995, President - DTF
Trucking since 1985; President -
Dana Canada Inc. since 1993 and
Chairman of the Board Since 1995
M.A. Franklin, III President - Dana Europe Vice President and General
(48) since 1993 Manager - Spicer Clutch Division
1991-93
F.E. Bauchiero President - Industrial - Dana North None
(61) American Operations since 1990
B.N. Cole President - Parish Structural Vice President - Heavy Vehicle - Dana
(53) Components Group since 1995 North American Operations, 1991-95;
C.J. Eterovic President - Dana South American Vice President - Dana South
(61) Operations since 1993 American Operations, 1992-93;
President - Dana Andean Common
Market, 1979-92
9
10
EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
- ------------------------------------------------
Present
Name Position(s) with Other Positions During
and Age the Registrant the Past Five Years
- ------- ---------------- ----------------------
H.E. Ferreira Group Vice President - Vice President, Mercosur - Dana
(56) Perfect Circle Engine South America, 1994-95; Vice Chairman-
Products Group since 1995 Administration Council of Albarus S.A.,
1992-94; President and General
Manager - Albarus, 1983-92
R.B. Forde Group Vice President - Wix Vice President and General Manager -
(59) Filtration Products Group Wix Division, 1987-95
since 1995
C.F. Heine President - Dana Asia Pacific Vice President of Asia Pacific
(43) since January 1996 Operations, 1994-95; General Manager -
Spicer Off-Highway Axle Division,
1993-94, Plant Manager - Spicer
Driveshaft Division, 1991-93
J.M. Laisure Group Vice President - Vice President and General Manager -
(44) Spicer Modular Systems Spicer Transmission Division, 1991-94
Group since 1994
C.W. Hinde Vice President since 1992, Director - Corporate Accounting
(57) Chief Accounting Officer & Taxes, 1986-92
and Assistant Treasurer
since 1986
C.J. McNamara President - Victor Reinz Sealing Vice President - Automotive -
(57) Products Group since 1995 Dana North American Operations,
1993-95; Vice President and
General Manager - Victor Products
Division, 1987-92
E. Mendoza Chairman - Spicer S.A. General Director - Spicer S.A., 1981-95
(58) since 1995
W.L. Myers President - Spicer Driveshaft Vice President and General Manager-
(55) Group since 1995 Spicer Driveshaft Division, 1986-95
J.H. Reed President - Spicer Axle Group President - Light Truck - Dana North
(63) since 1995 American Operations, 1995;
Vice President - Light Vehicle -
Dana North American Operations,
1992-95; President and General
Manager - Spicer Axle Division, 1991-95
M.H. Rothlisberger Vice President and Corporate Vice President and Controller,
(52) Controller since 1994; Assistant Dana North American Operations
Treasurer since 1985 1989-94
10
11
EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
- ------------------------------------------------
Present
Name Position(s) with Other Positions During
and Age the Registrant the Past Five Years
- ------ ---------------- ----------------------
E.J. Shultz President - Dana Credit Corporation President - Lease Financing, 1994-95;
(51) since 1995 President - Financial Services, 1990-94
J.S. Simpson Vice President of Finance and President - Dana Asia Pacific
(55) Treasurer since January 1996 Operations, 1992-95;
President - Diamond Savings
and Loan Company, 1987-92
M.J. Strobel Vice President since 1976; None
(55) General Counsel since 1970;
and Secretary since 1982
J.H. Woodward, Jr. Controller - Dana North American Division Controller - Spicer Heavy
(43) Operations since 1994 Axle and Brake Division, 1992-94;
Plant Manager - Spicer Trailer
Products Division, 1989-92
None of the above officers has a family relationship with any other
officer or with any director of Dana. There are no arrangements or
understandings between any of the above officers and any other person pursuant
to which he was elected an officer of Dana. Officers are elected annually at
the first meeting of the Board of Directors after the Annual Meeting of
Shareholders.
11
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ITEM 2 - PROPERTIES
- -------------------
Dana owns the majority of the manufacturing facilities and the larger
distribution facilities for its Vehicular and Industrial products. A few
manufacturing facilities and many of the Company's smaller distribution
outlets, service branches, and offices are leased. The facilities, in general,
are well-maintained and adapted to the operations for which they are being
used, and their productive capacity is adjusted and expanded as required by
market and customer growth.
On a geographic basis, Dana's facilities (including those of consolidated
subsidiaries and affiliates) are located as follows:
Dana Facilities by Geographic Region
------------------------------------
Type of North South Asia
Facility America Europe America Pacific Total
- --------- ------- ------ ------- ------- -----
Manufacturing 125 53 24 10 212
Distribution 52 146 12 37 247
Service Branches, Offices 65 9 8 13 95
--- --- --- --- ---
Total 242 208 44 60 554
=== === === === ===
ITEM 3 - LEGAL PROCEEDINGS
- --------------------------
The Company and its consolidated subsidiaries are parties to various
pending judicial and administrative proceedings arising in the ordinary course
of business. The Company's management and legal counsel have reviewed the
probable outcome of these proceedings, the costs and expenses reasonably
expected to be incurred, the availability and limits of the Company's insurance
coverage, and the Company's established reserves for uninsured liabilities.
While the outcome of the pending proceedings cannot be predicted with
certainty, based on its review, management believes that any liabilities that
may result are not reasonably likely to have a material effect on the Company's
liquidity, financial condition or results of operations.
Under the rules of the Securities and Exchange Commission, certain
environmental proceedings are not deemed to be ordinary routine proceedings
incidental to the Company's business and are required to be reported in the
Company's annual and/or quarterly reports. The Company is a party to the
following such proceedings, all of which have been reported previously:
1. IN THE MATTER OF DANA CORPORATION-VICTOR PRODUCTS DIVISION AND BRC
RUBBER GROUP. In an administrative proceeding commenced in 1990, the United
States Environmental Protection Agency, Region 5 ("USEPA 5") alleged that the
Company's former plant in Churubusco, Indiana (which ceased operations in 1983)
had violated the federal Resource Conservation and Recovery Act ("RCRA") by
failing to submit a closure plan and financial assurances as a RCRA-regulated
storage facility and by failing to notify the subsequent plant owner of the
alleged RCRA status of the storage facility. USEPA 5 sought a RCRA closure of
the storage facility and the recovery of civil penalties of approximately
$132,000. In 1992, the Company commenced settlement negotiations with USEPA 5
and proposed a soil sampling plan to establish the extent of contamination (if
any). In late 1994, the Company and USEPA 5 agreed on a civil penalty in the
amount of $80,000. The proposed sampling plan remains under review. The
Company expects that a Consent Agreement and Final Order will be finalized and
that sampling work will commence in the first half of 1996.
12
13
ITEM 3 - LEGAL PROCEEDINGS (Continued)
2. COMMISSIONER OF THE DEPARTMENT OF ENVIRONMENTAL MANAGEMENT V. DANA
CORPORATION, SLEEVE PLANT. In 1994, the Indiana Department of Environmental
Management ("IDEM") proposed a Consent Order to the Company in connection with
alleged violations of the federal Clean Water Act by the Company's plant in
Richmond, Indiana. The alleged violations were discharges exceeding certain
metal concentration limitations in the plant's water discharge permit with the
City of Richmond and discharges into a ditch in violation of the plant's
National Pollutant Discharge Elimination System permit. IDEM sought civil
penalties in the amount of $227,000. The Company contested certain of the
allegations and in the third quarter of 1995, the parties reached an agreement
that required the Company to pay a civil penalty of $105,000, subject to an
offsetting "credit" of $45,000 for expenditures to be incurred by Dana for a
supplemental environmental project at the plant. The Order was issued in the
fourth quarter of 1995, and Dana paid the $60,000 penalty in the first quarter
of 1996.
3. IN THE MATTER OF DANA CORPORATION, BOSTON WEATHERHEAD DIVISION. In
1994, the United States Environmental Protection Agency, Region 6 ("USEPA 6")
issued an administrative Complaint, Compliance Order and Notice of Opportunity
for Hearing to the Company in connection with alleged violations of the federal
Resource Conservation and Recovery Act ("RCRA") by the Company's plant in
Vinita, Oklahoma. The alleged violations included, among others, the plant's
failure to manage and maintain hazardous waste containers, tanks and tank
systems in accordance with RCRA requirements and record keeping violations in
connection with the plant's Contingency Plan. In the Compliance Order, USEPA 6
sought civil penalties of $576,640. The Company presented evidence to refute
the allegations and has been engaged in settlement negotiations with USEPA 6
since 1994. Recently, the Company and USEPA 6 reached a tentative agreement to
settle this case. Under the agreement, the Company will pay a civil penalty of
$124,550.
As previously reported, the Company is also a defendant in the 1992
lawsuit, UNITED STATES V. DANA CORPORATION. In this suit, the Department of
Justice, on behalf of the United States, sued the Company, Warner Electric
Brake and Clutch Company, Inc.("Warner Electric"), and Beaver Precision
Products, Inc.("Beaver"), in the U.S. District Court, Eastern District of
Michigan under the federal False Claims Act and various common law theories.
The complaint alleged overcharging on U.S. government contracts or subcontracts
awarded to Beaver in the late 1970s and the 1980s. In the third quarter of
1995, Dana and the Department of Justice agreed to settle all claims relating
to 16 government contracts included in the complaint without any finding of
liability or admission of wrongdoing by Dana, and the Company paid the
government $19.5 million, which included payment for the government's alleged
damages, interest, and costs of investigation and litigation. In the fourth
quarter of 1995, Dana and the Department of Justice reached a tentative
agreement to settle the remaining litigation claims and the Company recorded an
after-tax charge to earnings of $5.8 million in that quarter.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote by Dana's security holders during the
fiscal fourth quarter.
13
14
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ------------------------------------------------------------------------------
Dana's common stock is listed on the New York, Pacific, and London Stock
Exchanges. On February 12, 1996, there were 31,341 shareholders of record.
Dividends have been paid on the common stock every year since 1936.
Quarterly dividends have been paid since 1942.
"Additional Information - Shareholders' Investment" at page 50 of Dana's
1995 Annual Report is incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
- --------------------------------
"Eleven Year History - Financial Highlights" at page 51 of Dana's 1995
Annual Report is incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------------------------------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
"Management's Discussion and Analysis of Results" at pages 40-45 of Dana's
1995 Annual Report is incorporated herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The financial statements, together with the report thereon of Price
Waterhouse LLP dated January 25, 1996, at pages 22-39 of Dana's 1995 Annual
Report and "Unaudited Quarterly Financial Information" at page 50 of Dana's
1995 Annual Report are incorporated herein by reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
- None -
14
15
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
Information regarding Dana's directors and executive officers is set out
in Part I, Item 1 of this Form 10-K and in Dana's Proxy Statement dated March
4, 1996 for the Annual Meeting of Shareholders to be held on April 3, 1996 (the
"1996 Proxy Statement"). "Election of Directors" and "Compliance with Section
16(a) of the Exchange Act" from the 1996 Proxy Statement are incorporated
herein by reference.
ITEM 11 - EXECUTIVE COMPENSATION
- --------------------------------
"The Board and Its Committees - Compensation," "Executive Compensation,"
"Compensation Committee Report on Executive Compensation," and "Comparison of
Five Years Cumulative Total Return" from Dana's 1996 Proxy Statement are
incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
"Stock Ownership" from Dana's 1996 Proxy Statement is incorporated herein
by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
"Other Transactions" from Dana's 1996 Proxy Statement is incorporated
herein by reference.
15
16
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
Page in
(a) The following documents are incorporated by reference and Annual Report
filed as part of this report: -------------
(1) FINANCIAL STATEMENTS:
Report of Independent Accountants 22
Consolidated Balance Sheet at December 31, 1994 and 1995 23
Consolidated Statement of Income for each of the three years
in the period ended December 31, 1995 24
Consolidated Statement of Cash Flows for each of the three
years in the period ended December 31, 1995 25
Consolidated Statement of Shareholders' Equity for each of the
three years in the period ended December 31, 1995 26
Notes to Financial Statements 27 - 39
Unaudited Quarterly Financial Information 50
Page in
Form 10-K
---------
(2) FINANCIAL STATEMENT SCHEDULES:
Report of Independent Accountants on Financial Statement
Schedule for the three years ended December 31, 1995 17
Valuation and Qualifying Accounts and Reserves (Schedule II) 18 - 21
Supplementary Information - Stock Plans 22 - 24
Supplementary Information - Commitments and Contingencies 25
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
(3) EXHIBITS - The Exhibits listed in the "Exhibit Index" are 26 - 29
filed as a part of this report.
(b) REPORTS ON FORM 8-K - None
16
17
Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors
of Dana Corporation
Our audits of the consolidated financial statements referred to in our report
dated January 25, 1996 appearing on page 22 of the 1995 Annual Report to
Shareholders of Dana Corporation (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of Financial Statement Schedule II appearing on pages 18
through 21 of this Form 10-K. In our opinion, this Financial Statement Schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
PRICE WATERHOUSE LLP
/s/PRICE WATERHOUSE LLP
Toledo, Ohio
January 25, 1996
17
18
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE II(a) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
---------------------------------------------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE
------------------------------------------
Adjustment
Trade accounts arising
receivable from change
Balance at Additions "written off" in currency Balance at
beginning charged net of exchange rates end of
of period to income recoveries and other items period
----------- ---------- -------------- --------------- -----------
Year ended -
December 31, 1993 $17,400,000 $7,477,000 $(7,950,000) $(99,000) $16,828,000
December 31, 1994 $16,828,000 $4,099,000 $(1,252,000) $(29,000) $19,646,000
December 31, 1995 $19,646,000 $9,281,000 $(5,322,000) $(64,000) $23,541,000
18
19
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE II(b) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
---------------------------------------------------------------
ALLOWANCE FOR CREDIT LOSSES - LEASE FINANCING
---------------------------------------------
Adjustments
arising
Amounts from the change
Balance at Additions "written off" in currency Balance at
beginning charged net of exchange rates end of
of period to income recoveries and other items period
----------- ----------- ------------ --------------- ----------
Year ended -
December 31, 1993 $41,113,000 $12,049,000 $(14,796,000) $(126,000) $38,240,000
December 31, 1994 $38,240,000 $13,895,000 $(11,421,000) $ 75,000 $40,789,000
December 31, 1995 $40,789,000 $15,578,000 $ (9,000,000) $ 58,000 $47,425,000
19
20
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE II(c) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
---------------------------------------------------------------
ALLOWANCE FOR LOAN LOSSES
-------------------------
Amounts
Balance at Additions "written off" Balance at
beginning charged net of Acquisitions end of
of period to income recoveries and other items period
----------- --------------- ------------- --------------- ----------
Year ended -
December 31, 1993 $26,818,000 $(1,848,000)(1) $(10,544,000) $ 96,000 $14,522,000
December 31, 1994 $14,522,000 $(2,548,000)(1) $ (6,088,000) $(247,000) $ 5,639,000
December 31, 1995 $ 5,639,000 $ 1,551,000 $ (3,265,000) $(548,000) $ 3,377,000
(1) Includes reversal of reserves provided in prior years.
20
21
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE II(d) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
---------------------------------------------------------------
VALUATION ALLOWANCE - REAL ESTATE
---------------------------------
Amounts
Balance at Additions "written off" Balance at
beginning charged net of Acquisitions end of
of period to income recoveries and other items period
----------- ----------- -------------- --------------- -----------
Year ended -
December 31, 1993 $42,582,000 $10,743,000 $(14,509,000) $2,238,000 (1) $41,054,000
December 31, 1994 $41,054,000 $10,337,000 $(12,699,000) $ 226,000 $38,918,000
December 31, 1995 $38,918,000 $ 292,000 $ (9,291,000) $ (507,000) $29,412,000
(1) Includes reduction of $3,560,000 relating to real estate transferred to a
partnership classified as an equity investment and an increase of
$5,798,000 due to a reclassification from Investment Held for Sale - (DSL).
21
22
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS
-------------------------------------------------
EMPLOYEE STOCK OPTION PLANS
- ---------------------------
The Company has two stock option plans for employees which were approved
by the shareholders in 1977 and 1982. The 1977 Plan was amended in 1981, 1986,
1990, 1994 and 1995. The 1982 Plan was amended with shareholder approval in
1988 and 1993. These plans authorize the grant of options and/or stock
appreciation rights ("SARs") to key employees to purchase 6,000,000 and
11,900,000 shares, respectively, of common stock at exercise prices no less
than 85% of the market value of such stock at date of grant; the exercise
periods may extend for no more than ten years from date of grant. All options
and SARs granted to date under these two plans have been granted at 100% of the
market value of the Company's common stock at the date of grant.
The number of shares above and all references below to the number of
shares and per share prices have been adjusted for all stock dividends and
distributions subsequent to the dates the plans were approved by the
shareholders.
The number of shares subject to options (by year of grant) at December 31,
1995, and the exercise prices per share were as follows:
Number of Average Price
Shares Per Share Total
--------- ------------- -----
Year granted -
1986 73,638 $15.78 $1,162,100
1987 112,800 23.44 2,643,800
1988 203,733 18.75 3,820,000
1989 151,050 21.06 3,180,600
1990 323,861 18.25 5,910,500
1991 259,000 16.37 4,241,100
1992 1,002,116 20.16 20,199,000
1993 709,500 27.56 19,555,600
1994 1,041,275 29.06 30,262,100
1995 991,000 31.06 30,778,500
---------- ------------
4,867,973 $121,753,300
========== ============
At December 31, 1995, there were 4,568,606 shares available for future
grants under the 1982 Plan, as amended. No shares have been available for
grants under the 1977 Plan since 1987 and there were no SARs outstanding at
December 31, 1995.
22
23
Options becoming exercisable and options exercised, their exercise prices
and their market prices during the three years ended December 31, 1995, under
these plans were as follows:
Exercise Price Market Price
-------------- ------------
No. of Avg. Per Avg. Per
Shares Share Aggregate Share Aggregate
------ ----- --------- ----- ---------
Options becoming
exercisable
(Market prices
at dates
exercisable):
Year ended
December 31,
1993 667,124 $19.21 $12,817,000 $ 26.80 $17,878,000
1994 668,968 21.28 14,236,000 28.89 19,329,000
1995 814,971 24.32 19,822,000 29.78 24,266,000
Options exercised
(Market prices
at dates
exercised):
Year ended
December 31,
1993 810,736 $15.47 $12,541,000 $ 24.03 $19,483,000
1994 309,915 17.13 5,309,000 28.74 8,906,000
1995 223,430 17.93 4,005,000 28.74 6,422,000
The amount by which proceeds exceeded the par value of shares issued under
options was credited to additional paid-in capital. No amounts were charged
against income either at the time of granting options or issuing shares.
23
24
The following table sets forth (1) the aggregate number of shares of the
Company's common stock subject at December 31, 1995, to outstanding options,
(2) the average exercise prices per share of such options, (3) the aggregate
exercise prices of such options, (4) the ranges of expiration dates of such
options, and (5) the aggregate market values of such shares at February 12,
1996, based on $33.00 per share, the closing sales price in the New York Stock
Exchange Composite Transactions Index as reported in The Wall Street Journal:
Aggregate Aggregate
No. of Shares Average Market
Covered By Exercise Aggregate Range of Value at
Outstanding Price Exercise Expiration February 12,
Options Per Share Price Dates 1996
------------ --------- --------- ---------- -----------
1977 Amended 170,650 $20.84 $ 3,556,700 7/14/96 $ 5,631,500
Plan to
7/13/97
1982 Amended 4,697,323 $25.16 $118,196,600 7/14/96 $155,011,659
Plan to
7/17/05
At December 31, 1995, 1,004 employees of the Company and its subsidiaries
and affiliates held exercisable options under the Company's stock option plans,
consisting of 154 employees under the 1977 Amended Plan and 981 employees (some
of whom also held options under the 1977 Amended Plan) under the 1982 Amended
Plan.
EMPLOYEES' STOCK PURCHASE PLAN
- ------------------------------
The Company has an Employees' Stock Purchase Plan which was amended with
shareholders' approval in 1994. As of December 31, 1995, 34,350 employees of
the Company and its subsidiaries were eligible to participate. Of such
employees, 10,600 were participating at December 31, 1995.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
- -----------------------------------------
The Company has a stock option plan for non-employee Directors of the
Company, which was approved by the shareholders in 1993. The plan provides for
the granting of options to purchase the Company's common stock at prices equal
to the market value of the stock at the date of grant. The options are
exercisable after one year for a period not to exceed ten years from the date
of grant. In 1993, 1994 and 1995, options were granted for 21,000, 21,000 and
24,000 shares, respectively, at per share exercise prices of $24.25 in 1993,
$28.88 in 1994 and $24.81 in 1995. These options expire between 4/19/03 and
4/18/05. At December 31, 1995, 63,000 options were outstanding, 39,000 options
were exercisable and there were 64,000 options available for future grant.
21,000 options became exercisable during 1995 having an aggregate exercise
price of $606,400 and an aggregate market price at date of exercisability of
$525,000. As of February 12, 1996, the aggregate exercise price of the 63,000
options outstanding under the Plan was $1,638,300 and the aggregate market
value of those options was $2,079,000.
24
25
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS
-------------------------------------------------
COMMITMENTS AND CONTINGENCIES
- -----------------------------
As discussed in Note 20, "Committments and Contingencies," on pages 38 and
39 of the 1995 Annual Report, the Company and its consolidated subsidiaries are
parties to various legal proceedings (judicial and administrative) arising in
the normal course of business, including proceedings which involve
environmental and products liability claims.
With respect to environmental claims, the Company is involved in
investigative and/or remedial efforts at a number of locations, including
"on-site" activities at currently or formerly owned facilities and "off-site"
activities at "Superfund" sites where the Company has been named as a
potentially responsible party. Note 1, "Summary of Accounting Policies -
Environmental Compliance and Remediation" at page 28 of Dana's 1995 Annual
Report and "Management's Discussion and Analysis of Results" at page 40 of
Dana's 1995 Annual Report are incorporated herein by reference.
With respect to product liability claims, from time to time the Company is
named in proceedings involving alleged defects in its products. Currently
included in such proceedings are a large number of claims (most of which are
relatively small) based on alleged asbestos-related personal injuries. At
December 31, 1995, approximately 24,000 such claims were outstanding, of which
approximately 7,000 were subject to pending settlement agreements. The Company
has agreements with its insurance carriers providing for the payment of
substantially all of the indemnity costs and the legal and administrative
expenses for these claims. The Company is also a party to a small number of
asbestos-related property damage proceedings. The Company's insurance carriers
are paying the major portion of the defense costs in connection with such
cases, and the Company has incurred no indemnity costs to date.
25
26
EXHIBIT INDEX
-------------
EXHIBIT
- -------
3-A Restated Articles of Incorporation, amended effective
June 1, 1994 (filed by reference to Exhibit 4
to Registrant's Form 8 - A/A, Amendment No. 3, filed
on October 4, 1994)
3-B Restated By-Laws of Registrant, effective January 1, 1996
4-A Specimen Single Denomination Stock Certificate
of Registrant (filed by reference to Exhibit 4 to
Registrant's Registration Statement No. 33-47863 on
Form S-3, filed on May 13, 1992)
No class of long-term debt of Registrant exceeds 10% of
Registrant's total assets. Registrant agrees to furnish
copies of agreements defining the rights of debt holders
to the Securities and Exchange Commission upon request.
4-B Rights Agreement, dated as of July 14, 1986, between
Registrant and Chemical Bank (successor to Manufacturers
Hanover Trust Company), Rights Agent (filed by reference
to Exhibit 1 to Registrant's Form 8-K dated July 18, 1986)
4-C Amendment to Rights Agreement, dated as of December 12, 1988,
between Registrant and Chemical Bank (successor to
Manufacturers Hanover Trust Company), Rights Agent (filed
by reference to Exhibit 1 to Registrant's Form 8-K dated
December 12, 1988)
10-A Additional Compensation Plan, amended effective January 1, 1995
(filed by reference to Exhibit A to Registrant's Proxy Statement for
its Annual Meeting of Shareholders held on April 5, 1995)
10-A(1) First Amendment to the Additional Compensation Plan, dated July
17, 1995 (filed by reference to Exhibit 10-A(1) to Registrant's
Quarterly Report for the fiscal quarter ended June 30, 1995)
10-A(2) Second Amendment to the Additional Compensation Plan, effective
January 1, 1996
10-D(1) 1977 Incentive Stock Option Plan, as amended (filed by reference
to Exhibit 1-D to Registration Statement No. 2-60466 filed December
13, 1977 and to Registrant's Proxy Statement for its Annual Meeting
of Shareholders held on December 3, 1980)
10-D(2) Amendment to 1977 Incentive Stock Option Plan, dated December 15,
1986 (filed by reference to Exhibit 10-D(2) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1986)
10-D(3) Amendment to 1977 Incentive Stock Option Plan, dated December 10,
1990 (filed by reference to Exhibit 10-D(3) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991)
26
27
EXHIBIT INDEX (Continued)
-------------------------
EXHIBIT
- -------
10-D(4) Fourth Amendment to 1977 Incentive Stock Option Plan, dated
December 12, 1994 (filed by reference to Exhibit 10-D(4) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)
10-D(5) Fifth Amendment to 1977 Incentive Stock Option Plan, dated
December 11, 1995
10-E 1982 Amended Stock Option Plan (filed by reference to Exhibit A
to Registrant's Proxy Statement for its Annual Meeting of
Shareholders held on April 7, 1993)
10-F Excess Benefits Plan, amended February 13, 1995 (filed by
reference to Exhibit 10-F to Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995)
10-G Dana Corporation Retirement Plan, amended and restated as of
December 13, 1994 (filed by reference to Exhibit 10-G to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995)
10-H Directors Retirement Plan, amended effective January 26, 1993
(filed by reference to Exhibit 10-H to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992)
10-I(1) Director Deferred Fee Plan, amended February 13, 1995 (filed by
reference to Exhibit 10-L(1) to Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1995)
10-I(2) Trust Agreement between Registrant and Society Bank and Trust
dated October 18, 1993, as amended, under which Messrs. Bailar,
Carpenter, Fridholm, Hiner, Stevenson and Sumner and Ms. Marks are
each, and separately, beneficiaries (filed by reference to Exhibit
10-I(2) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995)
10-J(1) Employment Agreement between Registrant and Southwood J. Morcott,
dated December 14, 1992 (filed by reference to Exhibit 10-J(6) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992)
10-J(2) Employment Agreement between Registrant and Martin J. Strobel,
dated December 14, 1992 (filed by reference to Exhibit 10-J(7) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992)
10-J(3) Employment Agreement between Registrant and Carl H. Hirsch, dated
December 14, 1992 (filed by reference to Exhibit 10-J(8)
to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992)
10-J(4) Employment Agreement between Registrant and James E. Ayers, dated
December 14, 1992 (filed by reference to Exhibit 10-J(10) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992)
10-J(5) Employment Agreement between Registrant and Joe M. Magliochetti,
dated December 14, 1992 (filed by reference to Exhibit 10-J(12) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992)
27
28
EXHIBIT INDEX (Continued)
-------------------------
EXHIBIT
- -------
10-J(6) Amendment No. 1 dated February 13, 1995, to the Employment
Agreement between Registrant and Southwood J. Morcott (filed by
reference to Exhibit 10-J(14) to Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended on June 30, 1995).
Substantially similar amendments were made to the Employment
Agreements of Messrs. Ayers, Hirsch, Magliochetti and Strobel.
10-J(7) Collateral Assignment Split-Dollar Insurance Agreement for
Universal Life Policies between Registrant and Southwood J. Morcott,
dated April 18, 1989. (filed by reference to Exhibit 10-J(13) to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992) Messrs. Hirsch, Ayers and
Magliochetti have substantially identical Agreements.
10-K Supplemental Benefits Plan, amended February 13, 1995
(filed by reference to Exhibit 10-K to Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1995)
10-L(1) 1989 Restricted Stock Plan (filed by reference to Exhibit A of the
Registrant's Proxy Statement for its Annual Meeting of Shareholders
held on April 5, 1989)
10-L(2) First Amendment to 1989 Restricted Stock Plan, adopted December
10, 1990 (filed by reference to Exhibit 10-L(2) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1991)
10-L(3) Second Amendment to 1989 Restricted Stock Plan, adopted October
18, 1993 (filed by reference to Exhibit 10-L(3) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993)
10-M Directors' Stock Option Plan (filed by reference to Exhibit B
to Registrant's Proxy Statement for its Annual Meeting of
Shareholders held on April 7, 1993)
10-M(1) First Amendment to Directors' Stock Option Plan, adopted April 18,
1994 (filed by reference to Exhibit 10-M(1) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995)
10-N Supplementary Bonus Plan, effective December 12, 1994 (filed by
reference to Exhibit 10-N to Registrant's Quarterly Report for the
fiscal quarter ended June 30, 1995)
13 The following sections of the 1995 Annual Report to Shareholders:
Note 16. Business Segments (at pages 34-36 of the Annual Report)
Statement of Cash Flows (at page 25 of the Annual Report)
Note 1. Summary of Significant Accounting Policies -
Environmental Compliance and Remediation (at page 28 of the
Annual Report)
Additional Information - Shareholders' Investment
(at page 50 of the Annual Report)
Eleven Year History - Financial Highlights (at page 51 of
the Annual Report)
28
29
EXHIBIT INDEX (Continued)
-------------------------
EXHIBIT
- -------
13 Management's Discussion and Analysis of Results
(at pages 40-45 of the Annual Report but excluding
charts on those pages)
Introduction to Financial Section, Financial Statements
and Independent Accountants' Report(at pages 21-39 of
the Annual Report)
Unaudited Quarterly Financial Information (at page 50
of the Annual Report)
21 List of Subsidiaries of Registrant
23 Consent of Price Waterhouse LLP
24 Power of Attorney
27 Financial Data Schedule
Note: Exhibits 10-A through 10-N are management contracts or
compensatory plans required to be filed as exhibits to this Form
10-K pursuant to Item 14(c) ofthis report.
29
30
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
DANA CORPORATION (Registrant)
Date: March 5, 1996 By: /s/Martin J. Strobel
----------------------- ------------------------------------------
Martin J. Strobel, Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Date: March 5, 1996 /s/Southwood J. Morcott
----------------------- --------------------------------------------
Southwood J. Morcott, Chairman of the Board
of Directors and Chief Executive Officer
Date: March 5, 1996 /s/James E. Ayers
----------------------- --------------------------------------------
James E. Ayers, Chief Financial Officer
Date: March 5, 1996 /s/Charles W. Hinde
----------------------- --------------------------------------------
Charles W. Hinde, Chief Accounting Officer,
Vice President and Assistant Treasurer
Date: March 5, 1996 */s/B.F. Bailar
----------------------- --------------------------------------------
B. F. Bailar, Director
Date: March 5, 1996 */s/E.M. Carpenter
----------------------- --------------------------------------------
E. M. Carpenter, Director
Date: March 5, 1996 */s/E. Clark
----------------------- --------------------------------------------
E. Clark, Director
Date: March 5, 1996 */s/R.T. Fridholm
----------------------- --------------------------------------------
R. T. Fridholm, Director
Date: March 5, 1996 */s/G.H. Hiner
----------------------- --------------------------------------------
G. H. Hiner, Director
30
31
SIGNATURES (Continued)
----------------------
Date: March 5, 1996 * /s/M. R. Marks
----------------------- -----------------------------
M. R. Marks, Director
Date: March 5, 1996 * /s/J. D. Stevenson
----------------------- -----------------------------
J. D. Stevenson, Director
Date: March 5, 1996 * /s/T. B. Sumner
----------------------- -----------------------------
T. B. Sumner, Jr., Director
*By:/s/Martin J. Strobel
------------------------------------
Martin J. Strobel, Attorney-in-Fact
31